Burton originally did not want to direct another Batman film. Warner Bros. developed a script with Sam Hamm which had the Penguin and Catwoman going after hidden treasure. Burton agreed to return after they granted him more creative control and replaced Hamm with Daniel Waters. Wesley Strick did an uncredited rewrite, removing Harvey Dent and Robin and rewriting the climax. Annette Bening was originally cast as Catwoman but became pregnant and was replaced with Pfeiffer. Filming began in June 1991 at Warner Bros. Studios in Burbank, California.
Tucker and Esther Cobblepot throw their deformed infant child Oswald into Gotham River, fearing he would become a menace to society after attacking their cat. His basket floats to an abandoned zoo and a rookery of penguins raise him as one of their own.
33 years later, in Gotham City, a gang of carnival performers stage a riot. While billionaire Bruce Wayne, as vigilante Batman, subdues the criminals, corrupt businessman Max Shreck falls through a trapdoor and is brought to the underground lair of Copplepot, now the kingpin known as the Penguin. A former sideshow freak, Cobblepot blackmails Shreck into helping him become a respected citizen.
After Shreck's secretary, Selina Kyle, discovers his plan to monopolize Gotham's electricity, he pushes her out of his office window. As she Kyle lies unconscious in an alley, a group of cats swarm around her and she regains consciousness. She develops dissociative identity disorder and fashions a black vinyl costume and whip, becoming Catwoman. Shreck arranges for one of Cobblepot's men to kidnap the Mayor's infant son, allowing Cobblepot to "rescue" him. As a reward, Cobblepot is given access to the Gotham City Archives, where he learns his real name and that he is the last surviving member of his family.
The Mayor, persuaded by Wayne, refuses to give Shreck a construction permit for his power plant. Cobblepot orders his gang to attack downtown Gotham, ruining the Mayor's reputation and giving Shreck the opportunity to propose Cobblepot as a replacement. Batman confronts him, but Catwoman firebombs Shreck's department store and Cobblepot escapes. Batman and Catwoman get into a fight in which Batman almost kills Catwoman but saves her. Catwoman then seduces Batman in a sexy way and stabs him in the ribs. After this, Batman knocks her off a building and Catwoman survives by landing in a truck of kitty litter.
Kyle enters a romantic relationship with Wayne. As Catwoman, she agrees to help Cobblepot by framing Batman for the abduction of Gotham's "Ice Princess" beauty queen. While Batman traverses the rooftops in search of the Ice Princess, Penguin's goons disassemble the Batmobile and plant a device in the car that will allow the Cobblepot to control it. Distracted by Catwoman, Batman is unable to stop Cobblepot from attacking the Princess using a swarm of captive bats. She falls to her death before Batman can save her, making everyone believe that Batman pushed her.
When Catwoman rejects Cobblepot's advances, he attacks her with his helicopter umbrella. Fleeing the police, Batman realizes that Cobblepot is remotely controlling the Batmobile, taking it on a rampage through Gotham. Batman records the Penguin's insults about how gullible the Gotham citizens are and disables the device.
At a press conference for Cobblepot organized by Shreck, Batman broadcasts the recording, destroying Cobblepot's public image. Enraged, Cobblepot flees to the sewers and orders his gang to kidnap the first-born sons of Gotham. At a masquerade ball hosted by Shreck, Wayne and Kyle deduce each other's secret identities. Cobblepot invades the party, revealing his intention to drown the kidnapped children, including Shreck's son Chip, in sewage, prompting Shreck to offer himself instead. Batman defeats the kidnappers and Cobblepot unleashes an army of penguin soldiers to destroy Gotham with missiles. Piloting the Batboat through the sewers, Batman redirects the penguins to fire on Cobblepot's hideout. Cobblepot attacks Batman in a rage, but is assaulted by bats and falls into the toxic water.
Catwoman ambushes Shreck in an attempt to kill him, but Batman stops her and unmask himself. Catwoman removes her own masks when she rejects Wayne's attempts to reason with her. Shreck shoots Wayne and Kyle, leaving them wounded. Putting a taser to his lips, Kyle kisses Shreck while grabbing an exposed power cable, electrocuting him. Wayne uncovers Shreck's corpse while digging through the rubble in an attempt to find Kyle. Cobblepot tries to kill Wayne with his umbrella, but dies from his injuries. His penguin family carry out a makeshift funeral.
As Wayne's butler Alfred drives Wayne home, Wayne spots a shadow resembling Catwoman. He follows it and finds her pet black cat, Miss Kitty. He decides to take it home. The Bat-Signal lights up in the night sky as Catwoman watches from afar.Michael Keaton as Bruce Wayne / Batman
The protector of Gotham City and the Caped Crusader. Bruce struggles with his dual identity as a crime fighter, becoming romantically involved with Selina Kyle, alias Catwoman. Keaton earned $11 million for reprising his role as the Caped Crusader as director Tim Burton thought that Keaton deserved it. Batman Returns was Keaton's final film as Batman, as he was subsequently replaced by Val Kilmer and George Clooney in Batman Forever and Batman & Robin respectively.Danny DeVito as The Penguin
A psycopathic, deformed man who was abandoned by his parents when he was a baby. Raised by penguins of an abandoned zoo, thirty-three years later, he returns for revenge along with the Red Triangle Circus Gang after being cheated by businessman Max Shreck. DeVito was suggested for the role by his friend Jack Nicholson after the financial success of the first film, in which Nicholson played The Joker. According to DeVito, "It was four-and-a-half hours of makeup and getting into the costume. We got it down to three hours by the end of the shoot". Dustin Hoffman was originally the first choice to play The Penguin, but he declined. Apart from Hoffman, famous actors Marlon Brando, John Candy, Bob Hoskins, Ralph Waite, Dean Martin, Dudley Moore, Alan Rickman, John Goodman, Christopher Lee, Joe Pesci, Ray Liotta, Gabriel Byrne, Alex Rocco and Christopher Lloyd were all considered for the part before DeVito got it.Michelle Pfeiffer as Selina / Catwoman
A normal woman who becomes a criminal after being almost killed by her boss Max Shreck, who later decides to try everything to kill her. She is held as a femme fatale in the most of the film. According to Michelle Pfeiffer, who was previously considered to play Vicki Vale in the previous film, she felt devastated after Annette Bening was cast as Catwoman. However, Bening became pregnant, allowing Pfeiffer to get the role. Pfeiffer's $3 million salary was $2 million more than was offered to Bening. To prepare for the role, Pfeiffer attended kickboxing classes and practised handling a whip (during which she accidentally cut her teacher's chin). Susan Sarandon, Meryl Streep (who was considered "too old" by Burton), Brooke Shields (who Burton considered "not bankable"), Demi Moore, Nicole Kidman (who ended up playing Dr. Chase Meridian in Batman Forever), Jodie Foster, Geena Davis, Sigourney Weaver, Lena Olin, singer Madonna, Raquel Welch, Cher, Ellen Barkin, Jennifer Jason Leigh, Lorraine Bracco, Bridget Fonda and Jennifer Beals were also considered for the role, but they lost out to Pfeiffer.Christopher Walken as Max Shreck
A wealthy businessman and industrialist known as "The Santa Claus of Gotham". He is obsessed with building a power chemical plant in Gotham City, but when both Bruce Wayne and the Mayor of Gotham City deny his idea, he decides to help Oswald Cobblepot to become the new mayor of Gotham City for his plans. Apart from being the father of Chip Shreck and presumably killing his wife to gain her money, Shreck is also the former employer of Selina Kyle, who wants to kill him following his attempt to kill her. The character was created by writer Daniel Waters and named in-joke after the late German actor Max Schreck, who starred in Nosferatu. Apart from this, Shreck fulfils what would have been Harvey Dent's role if Billy Dee Williams hadn't opted out this film. Singer David Bowie, who was previously considered to play The Joker in the first film, was in contention for the role of Shreck, but he declined in order to appear in David Lynch's Twin Peaks: Fire Walk with Me.Michael Gough as Alfred
The Wayne Family's butler and Batman's accomplice, who has helped and raised him since his parents' death. Along with Pat Hingle, Gough was one of the few actors who appeared in all four films of the initial Batman film series.Pat Hingle as Commissioner Gordon
Commissioner of the Police Department of Gotham City. Along with Michael Gough, Gough was one of the few actors who appeared in all four films of the initial Batman film series.Michael Murphy as The Mayor
The unammed mayor of Gotham City. He doesn't like Max Shreck's idea to build a nuclear power plant in Gotham City. His son is later kidnapped by the Red Triangle Circus Gang, only to be "saved" by The Penguin.Vincent Schiavelli as The Organ Grinder
A member of the Red Triangle Circus Gang and The Penguin's right-hand man. He carries an organ grinder as his main weapon. He survives all three attacks on Gotham City, but is captured and presumably interrogated by Batman during the Penguin's final attempt to take over Gotham City.Andrew Bryniarski as Chip
Son of Max Shreck and his late wife. Apart from being the heir of Max's business, he is brave enough to do everything he can to defend his father, such as ordering him to flee as he helps other Gotham City residents to retain members of the Red Triangle Circus Gang.Cristi Conaway as The Ice Princess
A Christmas-themed beauty queen and model of Gotham City. She is kidnapped by The Penguin and later falls to her death due the latter's guilt. Conaway described the character to Entertainment Weekly as "to push an old lady down and try to fix her nail at the same time".Rick Zumwalt as The Tattooed Strongman
A member of the Red Triangle Circus Gang. He survives the first attack on Gotham City, but is killed during the second attack by one of his bombs when Batman throws him into a hole before the explosion.Anna Katarina as The Poodle Lady
A member of the Red Triangle Circus Gang. She survives all three attacks on Gotham City, but she runs away along her poodle to escape from Batman during the third attack, abandoning her teammates.Paul Reubens as The Penguin's Father
The father of Oswald Cobblepot and husband of Esther Cobblepot. He and his wife abandoned their son by throwing him into Gotham City's park river after realizing that he could be a danger to society after he killed their cat. Burgess Meredith, the actor who played The Penguin in the classic Adam West's 1960s Batman TV series was originally asked to play Tucker, but he declined due his health problems which culminated with his death in 1997.Diane Salinger as The Penguin's Mother
The mother of Oswald Cobblepot and wife of Tucker Cobblepot. She and her husband abandoned their son by throwing him into Gotham City's park river after realizing that he could be a danger to society after he killed their cat.
After the success of Batman, Warner Bros. was hoping for a sequel to start filming in May 1990 at Pinewood Studios. They spent $250,000 storing the sets from the first film. Tim Burton originally did not want to direct another film in the franchise. "I will return if the sequel offers something new and exciting", he said in 1989. "Otherwise it's a most-dumbfounded idea." Burton decided to direct Edward Scissorhands for 20th Century Fox. Meanwhile, Sam Hamm from the previous film delivered the first two drafts of the script, while Bob Kane was brought back as a creative consultant. Hamm's script had the Penguin and Catwoman going after hidden treasure.
Burton was impressed with Daniel Waters' work on Heathers; Burton originally brought Waters aboard on a sequel to Beetlejuice. Warner Bros. then granted Burton a large amount of creative control. Denise Di Novi and Burton became the film's producers. The first film's producers Jon Peters and Peter Guber became executive producers, joining Benjamin Melniker and Michael E. Uslan. Dissatisfied with the Hamm script, Burton commissioned a rewrite from Waters. Waters "came up with a social satire that had an evil mogul backing a bid for the Mayor's office by the Penguin", Waters reported. "I wanted to show that the true villains of our world don't necessarily wear costumes." The subplot of Penguin running for Mayor came from the 1960s TV series episodes "Hizzoner the Penguin" and "Dizzoner the Penguin". Waters wrote a total of five drafts.
On the characterization of Catwoman, Waters explained "Sam Hamm went back to the way comic books in general treat women, like fetishy sexual fantasy. I wanted to start off just at the lowest point in society, a very beaten down secretary." Harvey Dent appeared in early drafts of the script, but was deleted. His disfiguring appearance of Two-Face would have appeared in the climax when Catwoman kisses him with a taser to the face, which was replaced with Max Shreck. Waters quoted, "Sam Hamm definitely planned that. I flirted with it, having Harvey start to come back and have one scene of him where he flips a coin and it's the good side of the coin, deciding not to do anything, so you had to wait for the next movie." In early scripts Max Shreck was the "golden boy" of the Cobblepot family, whereas Penguin was the deformed outsider. It turned out that Shreck would be the Penguin's long-lost brother. Max Shreck was also a reference to actor Max Schreck, known for his role as Count Orlok in Nosferatu.
Burton hired Wesley Strick to do an uncredited rewrite. Strick recalled, "When I was hired to write Batman Returns (Batman II at the time), the big problem of the script was Penguin's lack of a 'master plan'." Warner Bros. presented Strick with warming, or freezing Gotham City, a plot point they would later use in Batman & Robin. Strick gained inspiration from a Moses parallel that had Penguin killing the firstborn sons of Gotham. A similar notion was used when the Penguin's parents threw him into a river as a baby. Robin appeared in the script, but was deleted because Waters felt the film had too many characters. Waters called Robin "the most worthless character in the world, especially with [Batman as] the loner of loners." Robin started out as a juvenile gang leader, who becomes an ally to Batman. Robin was later changed to a black teenage garage mechanic. Waters explained, "He's wearing this old-fashioned garage mechanic uniform and it has an 'R' on it. He drives the Batmobile, which I notice they used in the third film!" Marlon Wayans was cast, and signed for a sequel. The actor had attended a wardrobe fitting, but it was decided to save the character for a third installment.
Michael Keaton returned after a significant increase in his salary to $10 million. Annette Bening was cast as Catwoman after Burton saw her performance in The Grifters, but she dropped out due to her pregnancy. Raquel Welch, Jennifer Jason Leigh, Madonna, Ellen Barkin, Cher, Bridget Fonda, Lorraine Bracco, Jennifer Beals and Susan Sarandon were then in competition for the role. Sean Young, who was originally chosen for Vicki Vale in the previous film, believed the role should have gone to her. Young visited production offices dressed in a homemade Catwoman costume, demanding an audition. Burton was unfamiliar with Michelle Pfeiffer's work, but was convinced to cast her after one meeting. Pfeiffer received a $3 million salary, $2 million more than Bening, and a percentage of the box office. The actress undertook kickboxing lessons for the role. Kathy Long served as Pfeiffer's body double. On Danny DeVito's casting, Waters explained, "I kind of knew that DeVito was going to play The Penguin. We didn't really officially cast it, but for a short nasty little guy, it's a short list. I ended up writing the character for Danny DeVito."
Burgess Meredith (who portrayed Penguin in the 1960s TV series Batman) was cast for a little cameo as Tucker Cobblepot, Penguin's father, but illness prevented him from it and that role was taken by Paul Reubens.
In early 1991, two of Hollywood's largest sound stages (Stage 16 at Warner Bros. and Stage 12 at Universal Studios) were being prepared for the filming of Batman Returns. Filming started in June 1991. Stage 16 held Gotham Plaza, based on Rockefeller Center. Universal's Stage 12 housed Penguin's underground lair. A half-a-million gallon tank filled with water was used. Burton wanted to make sure that the penguins felt comfortable. Eight other locations on the Warner Bros. lot were used; over 50% of their property was occupied by Gotham City sets.
Animal rights groups started protesting the film after finding out that penguins would have rockets strapped on their backs. Richard Hill, the curator of the penguins, explained that Warner Bros. was very helpful in making sure the penguins were comfortable. "On the flight over the plane was refrigerated down to 45 degrees", recalls Hill. "In Hollywood, they were given a refrigerated trailer, their own swimming pool, half-a-ton of ice each day, and they had fresh fish delivered daily straight from the docks. Even though it was 100 degrees outside, the entire set was refrigerated down to 35 degrees." According to the American Humane Association's On-Set Oversight, The six Emperor penguins that act as pallbearers for the Penguin's body at the end of the film, were little people dressed as Emperor penguins.
The streets of Gotham City use the old Brownstone Street and Hennessy Street on the Warners' backlot.
Warner Bros. devoted a large amount of secrecy for Batman Returns. The art department was required to keep their office blinds pulled down. Cast and crew had to have photo ID badges with the movie's fake working title Dictel to go anywhere near the sets. Kevin Costner was refused a chance to visit the set. An entertainment magazine leaked the first photos of Danny DeVito as the Penguin; in response Warner Bros. employed a private investigator to track down the accomplice. $65 million was spent during the production of Batman Returns, while $15 million was used for marketing, coming to a total cost of $80 million. The final shot of Catwoman looking at the Bat-Signal was completed during post-production and was not part of the shooting script. After Batman Returns was completed Warner Bros. felt it was best for Catwoman to survive, saving more characterizations in a future installment. Pfeiffer was unavailable and a body double was chosen.
Bo Welch, Burton's collaborator on Beetlejuice and Edward Scissorhands, replaced Anton Furst as production designer, since Furst was unable to return for the sequel due to contractual obligations. Welch blended "Fascist architecture with World's fair architecture" for Gotham City. He also studied Russian architecture and German Expressionism. An iron maiden was used for Bruce Wayne's entry into the Batcave. Stan Winston, who worked with Burton on Edward Scissorhands, designed Danny DeVito's prosthetic makeup, which took two hours to apply. DeVito had to put a combination of mouthwash and red/green food coloring in his mouth "to create a grotesque texture of some weird ooze."
More than 60 Catsuits were designed in the six-month shoot at $1,000 each. The Batsuit was updated, which was made out of a thinner, slightly more flexible foam rubber material than the suit from Batman. DeVito was uncomfortable with his costume, but this made it easy for him to get into character. J. P. Morgan's wardrobe was used for inspiration on Max Shreck's costume design.
The bats were entirely composed of computer-generated imagery since it was decided directing real bats on set would be problematic. The Penguin's "bird army" was a combination of CGI, robotic creatures, men in suits and even real penguins. Robotic penguin puppets were commissioned by Stan Winston. In total 30 African penguins and 12 king penguins were used. A miniature effect was used for the exteriors of the Cobblepot Mansion in the opening scene and for Wayne Manor. The same method was used for the Bat Ski-boat and the exterior shots of the Gotham Zoo.
Danny Elfman had great enthusiasm for returning because "I didn't have to prove myself from the first film. I remember Jon Peters was very skeptical at first to hire me." Elfman's work schedule was 12 hours a day, 7 days a week. "When completing this movie I realized it was something of a film score and an opera. It was 95 minutes long, twice the amount of the average film score." Burton allowed Elfman to be more artistic with the sequel score, such as the "scraping" on violins for the cat themes. Under the pressure of finishing the score, however, the relationship between the two strained, which ��� along with further "creative differences" on The Nightmare Before Christmas ��� led Burton to use Howard Shore to score his next film Ed Wood. The musician co-orchestrated "Face to Face", which was written and performed by Siouxsie and the Banshees. The song can be heard in one scene during the film and during the end credits.
Batman Returns was released in America on June 19, 1992, earning $45.69 million in 2,644 theaters on its opening weekend. This was the highest opening weekend in 1992 and the highest opening weekend of any film up to that point. The film went on to gross $162.83 million in North America, and $104 million in foreign countries, coming to a worldwide total of $266.83 million. Batman Returns was the third highest-grossing film in America of 1992, and sixth highest in worldwide totals.
Batman Returns was criticized by some for being too dark and violent, but nonetheless received positive reviews. On Rotten Tomatoes, the film has an approval rating of 81% based on 72 reviews, with an average rating of 6.7/10. The site's critical consensus reads, "Director Tim Burton's dark, brooding atmosphere, Michael Keaton's work as the tormented hero, and the flawless casting of Danny DeVito as The Penguin and Christopher Walken as, well, Christopher Walken make the sequel better than the first." Audiences polled by CinemaScore gave the film an average grade of "B" on an A+ to F scale.
Janet Maslin in The New York Times thought that "Mr. Burton creates a wicked world of misfits, all of them rendered with the mixture of horror, sympathy and playfulness that has become this director's hallmark." She described Michael Keaton as showing "appropriate earnestness", Danny DeVito as "conveying verve", Christopher Walken as "wonderfully debonair", Michelle Pfeiffer as "captivating... fierce, seductive", Bo Welch's production design as "dazzling", Stefan Czapsky's cinematography as "crisp", and Daniel Waters's screenplay as "sharp."
Peter Travers in Rolling Stone wrote: "Burton uses the summer's most explosively entertaining movie to lead us back into the liberating darkness of dreams." He praised the performances: "Pfeiffer gives this feminist avenger a tough core of intelligence and wit; she's a classic dazzler... Michael Keaton's manic-depressive hero remains a remarkably rich creation. And Danny DeVito's mutant Penguin���a balloon-bellied Richard III with a kingdom of sewer freaks���is as hilariously warped as Jack Nicholson's Joker and even quicker with the quips."
Desson Howe in The Washington Post wrote: "Director Burton not only re-creates his one-of-a-kind atmosphere, he one-ups it, even two-ups it. He's best at evoking the psycho-murky worlds in which his characters reside. The Penguin holds court in a penguin-crowded, Phantom of the Opera-like sewer home. Keaton hides in a castlelike mansion, which perfectly mirrors its owner's inner remoteness. Comic strip purists will probably never be happy with a Batman movie. But Returns comes closer than ever to Bob Kane's dark, original strip, which began in 1939." He described Walken as "engaging", DeVito as "exquisite" and Pfeiffer as "deliciously purry."
Todd McCarthy in Variety wrote that "the real accomplishment of the film lies in the amazing physical realization of an imaginative universe. Where Burton's ideas end and those of his collaborators begin is impossible to know, but the result is a seamless, utterly consistent universe full of nasty notions about societal deterioration, greed and other base impulses." He praised the contributions of Stan Winston, Danny Elfman, Bo Welch and cinematographer Stefan Czapsky, and in terms of performances, opined that "the deck is stacked entirely in favor of the villains", calling DeVito "fascinating" and Pfeiffer "very tasty."
Conversely, Roger Ebert of the Chicago Sun-Times gave the film two stars out of four, writing: "I give the movie a negative review, and yet I don't think it's a bad movie; it's more misguided, made with great creativity, but denying us what we more or less deserve from a Batman story. No matter how hard you try, superheroes and film noir don't go together; the very essence of noir is that there are no more heroes." He compared the Penguin negatively with the Joker of the first film, writing that "the Penguin is a curiously meager and depressing creature; I pitied him, but did not fear him or find him funny. The genius of Danny DeVito is all but swallowed up in the paraphernalia of the role." Jonathan Rosenbaum called DeVito "a pale substitute for Jack Nicholson from the first film" and felt that "there's no suspense in Batman Returns whatsoever". Batman comic book writer/artist Matt Wagner was quoted as saying: "I hated how Batman Returns made Batman little more than just another costumed creep, little better than the villains he's pursuing. Additionally, Burton is so blatantly not an action director. That aspect of both his films just sucked." Ty Burr in Entertainment Weekly gave the film a B-; he wrote that "Burton still hasn't figured out how to tell a coherent story: He's more interested in fashioning pretty beads than in putting them on a string.... Yet for all the wintry weirdness, there's more going on under the surface of this movie than in the original. No wonder some people felt burned by Batman Returns: Tim Burton just may have created the first blockbuster art film."
A "parental backlash" criticized Batman Returns with violence and sexual references that were inappropriate for children despite being rated PG-13. McDonald's shut down their Happy Meal promotion for the film. Burton responded, "I like Batman Returns better than the first one. There was this big backlash that it was too dark, but I found this movie much less dark."
The film is recognized by American Film Institute in these lists:2003: AFI's 100 Years...100 Heroes & Villains:
Catwoman (Selina Kyle) ��� Nominated Villain
The Penguin (Oswald Cobblepot) ��� Nominated Villain
It was part of Empire's 500 Greatest Films in 2008 at number 401.
Batman Returns would be the last film in the Warner Bros. Batman film series that featured Burton and Michael Keaton as director and leading actor. With Batman Forever, Warner Bros. decided to go in a "lighter" direction to be more mainstream in the process of a family film. Burton had no interest in returning to direct a sequel, but was credited as producer. With Warner Bros. moving on development for Batman Forever in June 1993, a Catwoman spin-off was announced. Michelle Pfeiffer was to reprise her role, with the character not to appear in Forever because of her own spin-off.
Burton became attached as director, while producer Denise Di Novi and writer Daniel Waters also returned. In January 1994, Burton was unsure of his plans to direct Catwoman or an adaptation of "The Fall of the House of Usher". On June 6, 1995, Waters turned in his Catwoman script to Warner Bros., the same day Batman Forever was released. Burton was still being courted to direct. Waters joked, "Turning it in the day Batman Forever opened may not have been my best logistical move, in that it's the celebration of the fun-for-the-whole-family Batman. Catwoman is definitely not a fun-for-the-whole-family script." In an August 1995 interview, Pfeiffer re-iterated her interest in the spin-off, but explained her priorities would be challenged as a mother and commitments to other projects. The film labored in development hell for years, with Pfeiffer replaced by Ashley Judd. The film ended up becoming the critically panned Catwoman (2004), starring Halle Berry.